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Exhibit 10.4
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated as of August 4,
1999, is made and entered into by and between INTREPID CAPITAL CORPORATION, a
Delaware corporation ("the Company"), and XXXXXXXX X. XXXXXX, XX., an individual
resident of the State of Florida ("Executive").
W I T N E S S E T H:
WHEREAS, execution of this Agreement is contemplated by that
certain Share Purchase Agreement of even date herewith to which Executive, the
Company and the shareholders of Xxxxx X. Xxxxx Financial Services, Inc.
("ACEFS"), are parties (the "Purchase Agreement"), whereby the Company is
acquiring all of the outstanding capital stock of ACEFS from Executive and the
other shareholders of ACEFS (the "Transaction");
WHEREAS, Executive is the chief executive officer of Xxxxx X.
Xxxxx & Co. ("Xxxxx") and desires to continue his employment with Xxxxx in such
capacity;
WHEREAS, the Company desires that Executive continue to serve
in the capacity of the chief executive officer of Xxxxx;
WHEREAS, the Company and Executive, in conjunction with and
pursuant to the terms of the Purchase Agreement, each desire to enter into this
Agreement and set forth in writing the terms and conditions of Executive's
employment with the Company; and
WHEREAS, the Company desires reasonable protection of its
confidential business and customer information which it has developed at
substantial expense for a reasonable period of time after termination of his
employment with the Company, except as otherwise provided herein;
NOW, THEREFORE, in consideration of the premises and mutual covenants
and agreements contained herein and for other good and valuable consideration,
the Company and Executive hereby agree as follows:
1. AGREEMENT TO EMPLOY. Upon the terms and subject to the
conditions of this Agreement, the Company hereby employs Executive and Executive
hereby accepts employment by the Company.
2. TERM; POSITION AND RESPONSIBILITIES.
(A) TERM OF EMPLOYMENT. The employment of Executive
pursuant hereto shall commence on the date of this Agreement and shall remain in
effect through December 31, 2002 (the "Term"), unless sooner terminated pursuant
to the provisions of Section 6 hereof. The Company and Executive shall discuss
in good faith the extension of the Term and, if the Company and Executive
mutually agree to extend the Term, seek to finalize the terms of such extension
at least ninety (90) days prior to the end of the Term.
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(B) POSITION AND RESPONSIBILITIES. During the Term,
Executive will be employed as President and Chief Executive Officer of Xxxxx or
its successor and, in addition, in such other executive capacity or capacities
for Xxxxx as may be determined from time to time by the Company, and he will
devote his best efforts and all of his skill, knowledge and working time to the
conscientious performance of such duties, except (i) for reasonable vacation
time and absence for sickness or similar disability and (ii) such time as may be
devoted to the fulfillment of civic and personal responsibilities so long as
such responsibilities do not interfere with the responsible performance of
Executive's duties hereunder.
(C) RENEWAL. This Agreement shall be automatically
renewed for successive periods of one year each unless either party gives notice
to the other sixty (60) days prior to the expiration of the then current term.
On any renewal, Xxxxxx may indicate that he intends to reduce his hours of
employment, in which case the parties hereto shall mutually agree to a
reasonable reduction of Executive's hours and a reasonable curtailment of
Executive's duties hereunder. If Xxxxxx desires to renew this Agreement but such
renewal is not desired by the Company, then such circumstance shall be termed a
"Xxxxx Non-Renewal."
3. COMPENSATION. As full compensation for all services to be
rendered by Executive in the capacities referred to herein, during the Term,
Executive shall receive commissions in accordance with the Company's policies in
effect from time to time, which shall not be materially less than the schedule
of commissions set forth on Exhibit A hereto. Notwithstanding the foregoing,
each month during the Term prior to January 1, 2001 and for so long as Mr. Xxxxx
Xxxxx shall remain employed by Xxxxx, the Company shall pay $2,500 of
Executive's compensation hereunder to Mr. Beach for the benefit of Executive by
delivery of such sum to Mr. Beach in accordance with the Company's normal
payroll practices now or hereafter in effect.
4. BENEFITS. During the Term:
(A) GENERAL. The Company will provide to Executive
life insurance, medical insurance, disability insurance and other benefits as
are currently provided to Executive under the Company's group insurance policy;
(B) VACATION. For the remainder of calendar year
1999, Executive shall be entitled to twenty-one (21) days of paid vacation.
Beginning with calendar year 2000, Executive shall be entitled to four (4) weeks
of paid vacation per year during the Term;
(C) PARKING. The Company shall pay for the existing
parking space for Executive during the Term at the NationsBank Building in
Jacksonville, Florida;
(D) AUTOMOBILE. The Company will continue to pay for
and provide to Executive his currently leased automobile. In addition, the
Company will provide to Executive a new leased automobile upon the expiration of
the lease for his current automobile, and thereafter will provide Executive a
new leased automobile every two years for his use, which car will be a Cadillac
SLX or comparable automobile as chosen by Executive;
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(E) OPTION/BENEFIT PLANS. So long as Executive is
employed hereunder, he shall be included as a participant in all present and
future employee benefit, retirement and compensation plans offered by the
Company to its management, consistent with his position as President and Chief
Executive Officer of Xxxxx; and
(F) SECRETARY. Executive shall keep at his desire the
services of Xx. Xxxxxxx Xxxxxxxx as Executive's personal secretary, whose salary
and benefits shall be continued at their present levels subject to annual
reviews.
5. EXPENSES. The Company shall reimburse Executive in
accordance with the Company's reimbursement policy from time to time in effect
for reasonable travel, lodging and meal expenses incurred by him in connection
with his performance of services hereunder, including expenses incurred in
entertaining clients of Xxxxx or the Company, upon submission of evidence,
satisfactory to the Company, of the incurrence and purpose of each such expense.
6. TERMINATION OF EMPLOYMENT.
(A) TERMINATION DUE TO DEATH OR DISABILITY.
Executive's employment shall automatically terminate upon his death or the
Company's determination of his Disability. For purposes of this Agreement,
"Disability" shall mean a physical or mental disability or infirmity that
prevents the performance by Executive of his duties hereunder lasting (or likely
to last, based on competent medical evidence) for a continuous period of three
months or longer. The reasoned and good faith judgment of the Company as to
Disability shall be final and shall be based on such competent medical evidence
as shall be presented to it by Executive or by any physician or group of
physicians or other competent medical experts employed by Executive or the
Company.
(B) TERMINATION BY THE COMPANY FOR CAUSE. Executive's
employment with the Company may be terminated for "Cause" by the Company.
"Cause" for termination of Executive's employment shall exist (i) if Executive
is convicted of (from which no appeal may be taken), or pleads guilty to, any
act of fraud, misappropriation or embezzlement, or any felony; (ii) if, in the
determination of the Board of Directors of the Company, Executive has (A)
engaged in misconduct materially damaging to the business of Xxxxx (it being
understood, however, that conduct pursuant to Executive's exercise of his good
faith business judgment shall not be grounds for such a determination by the
Board of Directors of the Company), or (B) committed an act that indicates
alcohol or drug abuse by Executive that adversely affects Executive's
performance hereunder; or (iii) upon a breach by Executive of any of the terms
or conditions of this Agreement, provided that the Company shall have given
Executive written notice of such breach and Executive shall have failed to cure
such breach within twenty (20) days after receipt of such notice.
(C) TERMINATION BY THE COMPANY WITHOUT CAUSE. The
Company may terminate Executive without Cause at any time and, except as
provided in Section 6(f) hereof, shall have no further obligation to pay
compensation except for sums then earned and commissions on transactions subject
to an executed written engagement letter which have not yet closed.
(D) TERMINATION BY EXECUTIVE. Executive may terminate
his employment for "Good Reason". "Good Reason" shall mean a termination of
employment by Executive
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within thirty (30) days following (i) any material diminution by the Company in
Executive's duties or job title, except in connection with termination of
Executive's employment for Cause as provided in Section 6(b) hereof or death or
Disability as provided in Section 6(a) hereof; (ii) any requirement by the
Company that Executive be based outside the Jacksonville metropolitan area;
(iii) the reduction, cessation or change in Xxxxx'x operations or commission
schedule which materially impairs Executive's ability to earn compensation
hereunder; or (iv) the failure of the Company timely to pay Executive's salary,
commission, bonus or benefits; provided, however, that Executive shall have
given the Company written notice of the circumstances constituting Good Reason
and the Company shall have failed to cure such circumstances within twenty (20)
days after receipt of such notice; and (ii) Executive shall not have caused the
occurrence constituting Good Reason through the exercise of his authority as an
officer of Xxxxx.
(E) NOTICE AND EFFECT OF TERMINATION. Any termination
of Executive's employment by the Company pursuant to Section 6(a) (in the case
of Disability) or 6(b) hereof, or by Executive pursuant to Section 6(d) hereof,
shall be communicated by a written "Notice of Termination" addressed to
Executive or the Company, as appropriate. A "Notice of Termination" shall mean a
notice stating that Executive's employment hereunder has been or will be
terminated, indicating the specific termination provisions in this Agreement
relied upon and setting forth in reasonable detail the facts and circumstances
claimed to provide a basis for such termination of employment.
(F) PAYMENTS UPON TERMINATION. In the event of a
termination of Executive's employment hereunder, the Company shall pay to
Executive any amounts then due Executive, including commissions payable from the
sale of securities plus the commissions with respect to fees received by Xxxxx
at any time with respect to any transaction subject to an executed written
engagement letter on the Date of Termination (as defined in Section 6(g) below),
to which Executive would have been entitled had his employment not been
terminated. In addition, for a period of twelve (12) months after the Date of
Termination, Executive will continue to receive the benefits to which he was
entitled pursuant to Section 4(a) hereof as of the Date of Termination,
including health insurance. If for any reason at any time the Company is unable
to treat Executive as being or having been an employee of the Company under any
benefits plan in which he is entitled to participate and as a result thereof
Executive receives reduced benefits under such plan during such twelve (12)
month period, then the Company shall provide Executive with such benefits by
direct payment or, at the Company's option, by making available equivalent
benefits from other sources.
(G) DATE OF TERMINATION. As used in this Agreement,
the term "Date of Termination" shall mean (i) if Executive's employment is
terminated by his death, the date of his death; (ii) if Executive's employment
is terminated for Cause, then the date on which Notice of Termination is given
as contemplated by Section 6(e) hereof; and (iii) if Executive's employment is
terminated by the Company due to Executive's Disability or by Executive for Good
Reason, then 30 days after the date on which Notice of Termination is given as
contemplated by Section 6(e) hereof or, if no such Notice is given, 30 days
after the date of termination of employment.
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7. RESTRICTIVE COVENANTS.
(A) DEFINITIONS. For purposes of this Section 7, the
following terms shall have the meanings ascribed thereto:
(i) Competitive Business. "Competitive
Business" shall mean any Person engaged in the business of offering
securities brokerage and investment banking services, including,
without limitation, the execution of orders, the processing of
transactions and the receipt, identification, custody and delivery of
customer funds and securities, to banks, institutional investors,
investment advisers and individual investor clients.
(ii) Confidential Information. "Confidential
Information" shall mean Xxxxx'x or the Company's client and vendor
lists, marketing arrangements, business plans, projections, financial
information, training manuals, pricing manuals, product development
plans, market strategies, internal performance statistics and other
competitively sensitive information concerning Xxxxx or the Company
which is material to Xxxxx or the Company and not generally known by
the public, other than Trade Secrets, whether or not in written or
tangible form.
(iii) Xxxxx Market. "Xxxxx Market" shall
mean the geographic limits of the State of Florida.
(iv) Key Employee. "Key Employee" shall mean
any Person who is employed in a management, executive, supervisory,
training, marketing or sales capacity for another Person.
(v) Permitted Activities. "Permitted
Activities" shall mean (i) owning not more than 2% of the outstanding
shares of publicly-held corporations engaged in a Competitive Business
which have shares listed for trading on a securities exchange
registered with the Securities and Exchange Commission or through the
automatic quotation system of a registered securities association, or
(ii) serving as an officer, director or employee of Xxxxx or the
Company.
(vi) Person. "Person" shall mean any
individual, corporation, firm, unincorporated organization,
association, partnership, limited liability company, trust (inter vivos
or testamentary), estate of a deceased, insane or incompetent
individual, business trust, joint stock company, joint venture or other
organization, entity or business, whether acting in an individual,
fiduciary or other capacity.
(vii) Trade Secrets. "Trade Secrets" shall
mean the whole or any portion or phase of any technical information,
designs, processes, procedures, formulas or improvements that are
valuable and not generally known to the competitors of Xxxxx or the
Company, whether or not in written or tangible form. Executive does not
know any Trade Secrets as of the date hereof.
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(B) ADDITIONAL CONSIDERATION. Executive acknowledges
that (i) the Company separately bargained and paid additional consideration for
the restrictive covenants herein; and (ii) the Company has provided certain
benefits to Executive hereunder in reliance on such covenants in view of the
unique and essential nature of the services Executive performs or will perform
on behalf of the Company and the irreparable injury that would befall the
Company should Executive breach such covenants.
(C) UNIQUENESS OF SERVICES. Executive further
acknowledges that his services are of a special, unique and extraordinary
character and that his position with Xxxxx places or will place him in a
position of confidence and trust with employees of Xxxxx and with Xxxxx'x and
the Company's other constituencies and allows him or will allow him access to
Confidential Information.
(D) REASONABLENESS OF RESTRICTIONS. Executive further
acknowledges that the type and periods of restrictions imposed by the covenants
in this Section 7 are fair and reasonable and that such restrictions will not
prevent Executive from earning a livelihood.
(E) NO INTERFERENCE WITH THE BUSINESS.
(i) Non-Solicitation of Customers. While
Executive is employed by the Company and for a period of one (1) year
after termination of Executive's employment (x) by the Company except
pursuant to Sections 6(a) or 6(c) hereof, or (y) by Executive except
pursuant to Section 6(d) hereof, or (z) pursuant to a "Xxxxx
Non-Renewal" as defined in paragraph 2(c), Executive will not directly
or indirectly solicit, induce or influence any customer, client,
lender, lessor or any other Person which then has a business
relationship with Xxxxx or the Company in the Xxxxx Market to
discontinue or reduce the extent of such relationship with Xxxxx or the
Company in the Xxxxx Market.
(ii) Non-Solicitation of Key Employees.
While Executive is employed by the Company and for a period of one (1)
year after termination of Executive's employment (x) by the Company
except pursuant to Sections 6(a) or 6(c) hereof, or (y) by Executive
except pursuant to Section 6(d) hereof, Executive will not (a) directly
or indirectly recruit, solicit or otherwise induce or influence any Key
Employee of Xxxxx or the Company to discontinue such employment or
agency relationship with Xxxxx or the Company, or (b) employ or seek to
employ, or cause or permit any Competitive Business to employ or seek
to employ as a Key Employee for any Competitive Business, any Person
who is then (or was at any time within six (6) months prior to the date
Executive or the Competitive Business employs or seeks to employ such
Person) employed by Xxxxx or the Company as a Key Employee.
(F) NO DISCLOSURE OF PROPRIETARY INFORMATION.
(i) No Use of Trade Secrets. Executive
hereby agrees that he will not directly or indirectly disclose to
anyone, or use or otherwise exploit for his own benefit or for the
benefit of anyone other than Xxxxx or the Company, any Trade Secrets
for as long as they remain Trade Secrets, except as permitted by
Section 7(h) hereof.
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(ii) No Disclosure of Confidential
Information. While Executive is employed by the Company and for a
period of three (3) years after termination of such employment for any
reason or for no reason, Executive will not directly or indirectly
disclose to anyone, or use or otherwise exploit for Executive's own
benefit or for the benefit of anyone other than Xxxxx and the Company,
any Confidential Information, except as permitted by Section 7(h)
hereof.
(G) TERMINATION OF SEVERANCE BENEFITS. If Executive's
employment by the Company is terminated (x) by the Company pursuant to Section
6(c) hereof or (y) by Executive pursuant to Section 6(d) hereof, and Executive
subsequently (A) solicits, induces or influences any customer, client, lender,
lessor or any other Person which then has a business relationship with Xxxxx or
the Company in the Xxxxx Market, to discontinue or reduce the extent of such
relationship with Xxxxx or the Company in the Xxxxx Market; (B) recruits,
solicits or otherwise induces or influences any Key Employee of Xxxxx or the
Company to discontinue such employment or agency relationship with Xxxxx or the
Company; or (C) employs or seeks to employ, or causes or permits any Competitive
Business to employ or seek to employ as a Key Employee for any Competitive
Business, any Person who is then (or was at any time within six (6) months prior
to the date Executive or the Competitive Business employs or seeks to employ
such Person) employed by Xxxxx or the Company as a Key Employee, then the
Company immediately terminate and shall not be required to continue on behalf of
Executive or his dependents and beneficiaries any employee benefit, retirement
and compensation plan benefits and other prerequisites provided to Executive by
the Company other than those benefits that the Company may be required to
maintain for Executive under applicable federal or state law.
(H) PERMITTED ACTIVITIES. The restrictions set forth
in Sections 7(e) and 7(f) hereof shall not apply to Permitted Activities or to
actions taken by Executive during the time he is employed by the Company to the
extent, but only to the extent, that such actions are expressly approved by the
Board or Directors of the Company. Notwithstanding any provision in this
Agreement to the contrary, if Executive's employment is terminated under the
provisions of Sections 6(a), 6(c) or 6(d), or in the event of a "Xxxxx
Non-Renewal" as defined in paragraph 2(c), Executive may seek employment with a
Competitive Business and he may take his "book" of clients and contacts with
him.
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8. INJUNCTIVE RELIEF WITH RESPECT TO COVENANTS. Executive
acknowledges and agrees that the covenants and obligations of Executive with
respect to non-competition and non-disclosure relates to special, unique and
extraordinary matters and that, notwithstanding any other provision of this
Agreement to the contrary, a violation of any of the terms of such covenant and
obligations will cause the Company and its affiliates irreparable injury for
which adequate remedies are not available at law. Therefore, Executive expressly
agrees that the Company and its affiliates (which shall be express third-party
beneficiaries of such covenant and obligations) shall be entitled to an
injunction (whether temporary or permanent), restraining order or such other
equitable relief (including the requirement to post bond) as a court of
competent jurisdiction may deem necessary or appropriate to restrain Executive
from committing any violation of the covenants and obligations contained in
Section 7 hereof.
9. ASSUMPTION OF AGREEMENT. The Company will require any
successor (by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of Xxxxx or the Company, by
agreement in form and substance reasonably satisfactory to Executive, to
expressly assume and agree to perform this Agreement in the same manner and to
the same extent that the Company would be required to perform it if no such
succession had taken place. Failure of the Company to obtain such agreement
prior to the effectiveness of any such succession shall be a breach of this
Agreement and shall entitle Executive to compensation from the Company in the
same amount and on the same terms as Executive would be entitled hereunder if
the Company terminated his employment without cause as contemplated by Section
6(c) hereof, except that for purposes of implementing the foregoing, the date on
which any such succession becomes effective shall be deemed the Date of
Termination. As used in this Agreement, "Company" and "Xxxxx" shall mean the
Company or Xxxxx as hereinbefore defined, as applicable, and any successor to
its respective business and/or assets as aforesaid which executes and delivers
the agreement provided for in this Section 9 or which otherwise becomes bound by
all the terms and provisions of this Agreement by operation of law.
10. ENTIRE AGREEMENT. Except as otherwise expressly provided
herein, this Agreement constitutes the entire agreements among the parties
hereto with respect to the subject matter hereof.
11. MISCELLANEOUS.
(A) BINDING EFFECT. This Agreement shall be binding
on and inure to the benefit of the Company and its successors and permitted
assigns. This Agreement shall also be binding on and inure to the benefit of
Executive and his heirs, executors, administrators and legal representatives. If
Executive's employment is terminated by reason of his death, all amounts payable
by the Company pursuant to Section 6(f) hereof (or if Executive shall die after
his employment has terminated, any remaining amount of benefits otherwise
payable by the Company pursuant to Section 6(f) hereof) shall be paid in
accordance with the terms of this Agreement to Executive's devisee, legatee or
other designee or, if there be no such designee, to his estate.
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(B) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA WITHOUT
REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS THEREUNDER. ANY AND ALL SUITS, LEGAL
ACTIONS OR PROCEEDINGS AGAINST ANY PARTY HERETO ARISING OUT OF THIS AGREEMENT
SHALL BE BROUGHT IN ANY COURT OF APPROPRIATE JURISDICTION SITTING IN XXXXX
COUNTY, STATE OF FLORIDA, AND EACH PARTY HEREBY SUBMITS TO AND ACCEPTS THE
EXCLUSIVE JURISDICTION OF SUCH COURTS FOR THE PURPOSE OF SUCH SUIT, LEGAL ACTION
OR PROCEEDING. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH
IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, LEGAL
ACTION OR PROCEEDING IN ANY SUCH COURT AND HEREBY FURTHER WAIVES ANY CLAIM THAT
ANY SUCH SUIT, LEGAL ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM.
(C) AMENDMENTS. No provisions of this Agreement may
be modified, waived or discharged unless such modification, waiver or discharge
is approved by the Company and is agreed to in writing by Executive and such
officers of the Company as may be specifically designated thereby. No waiver by
any party hereto at any time of any breach by any other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time. No waiver of any
provision of this Agreement shall be implied from any course of dealing between
or among the parties hereto or from any failure by any party hereto to assert
its rights hereunder on any occasion or series of occasions.
(D) SEVERABILITY. In the event that any one or more
of the provisions of this Agreement shall be or become invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not be affected thereby.
(E) NOTICES. Any notice or other communication
required or permitted to be delivered under this Agreement shall be (i) in
writing, (ii) delivered personally, by nationally recognized overnight courier
service or by certified or registered mail, first-class postage prepaid and
return receipt requested, (iii) deemed to have been received on the date of
delivery or on the third business day after the mailing thereof, and (iv)
addressed as follows (or to such other address as the party entitled to notice
shall hereafter designate in accordance with the terms hereof):
(A) if to the Company, to:
Intrepid Capital Corporation
00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxxxx, Xxxxxxx 00000
Attention: Xx. Xxxxxxx Xxxxxx
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with a copy to (which will not constitute notice
to the Company):
Xxxxxx & Xxxxxx LLP
0000 Xxxxxxxxxxxxx Xxxxx, Xxxxxxxxx Xxxxxx
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxxx X. Xxx, Esq.
(B) if to Executive, to him at the address listed on
the signature page hereof
with a copy (which will not constitute notice to
Executive) to:
Xxxxx & Xxxxxxx
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attention: Xxxx X. Xxxxxx
(F) SURVIVAL. Sections 7(e), 7(f) and 8 hereof shall
survive the termination of this Agreement and the termination of the employment
of Executive.
(G) COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
(H) HEADINGS. The section and other headings
contained in this Agreement are for the convenience of the parties only and are
not intended to be a part hereof or to affect the meaning or interpretation
hereof.
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IN WITNESS WHEREOF, Xxxxx has caused this Agreement to be duly
executed and delivered by its duly authorized officer, and Executive has
executed and delivered this Agreement, all as of the date first above written.
INTREPID CAPITAL CORPORATION
By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx
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Title: President and CEO
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Executive:
/s/ Xxxxxxxx X. Xxxxxx, Xx.
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XXXXXXXX X. XXXXXX, XX.
Address:
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Facsimile:
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Telephone:
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